Exhibit 4.1
FORM OF
FIRST AMENDMENT TO SERIES C
COMMON STOCK PURCHASE WARRANT
This FIRST
AMENDMENT TO SERIES C COMMON STOCK PURCHASE WARRANT
(“First Amendment”) is made and entered into as of the
23rd day of January, 2009, by and among PHARMA-BIO SERV,
INC. , formerly known as Lawrence Consulting Group, Inc., a
Delaware corporation (“Pharma-Bio”) and [_____________]
(“Holder”).
WITNESSETH:
WHEREAS , Pharma-Bio had delivered to Holder that
certain Series C Common Stock Purchase Warrants of Lawrence
Consulting Group, Inc. dated as of January 25, 2006 (the
“Warrant”);
WHEREAS , the parties have agreed to extend the final
date of the Exercise Period on which the Warrant can be exercised
until January 24, 2010;
NOW,
THEREFORE, in
consideration of the premises and mutual covenants contained
herein, and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Pharma-Bio and Holder
agree as follows:
TERMS
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Defined
Terms . Capitalized but undefined terms
herein shall have the meanings given to them in the
Warrant
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Amendment to
Warrant . The
title and first paragraph of the Warrant is amended and restated as
follows:
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Void after 5:30 P.M. New York City
time on January 24, 2010
SERIES C COMMON STOCK PURCHASE
WARRANT
of
PHARMA-BIO SERV, INC.
This is to
certify that, FOR VALUE RECEIVED, [_____________], or registered
assigns (“Holder”), is entitled to purchase, on the
terms and subject to the provisions of this Warrant, from
Pharma-Bio Serv, Inc., a Delaware corporation (the
“Company”), at an exercise price (the “Exercise
Price”) of seventy three and 44/100 cents ($.7344) per
share, __________ (_____) shares of common stock, par
value $.0001 per share (“Common Stock”), of the Company
at any time during the period (the “Exercise Period”)
commencing on the date of this Warrant and ending